Meeting Details

The 42nd Annual General Meeting will be held on Saturday, 26th September 2026 at 11:30 AM IST at the registered office: 1716/1717, 17th Floor, Wing A, Chandak Unicorn, Dattaji Salvi Marg, Office Veera Desai Road, Andheri West, Mumbai – 400053.

Agenda Items

Ordinary Business

Item 1: Adoption of Financial Statements

  • To consider and adopt Audited Financial Statements for FY ended March 31, 2026
  • Includes reports of Board of Directors and Auditors

Item 2: Re-appointment of Managing Director

  • To re-appoint Mr. Ketankumar Shivabhai Gosai [DIN: 11543634] as Managing Director
  • He retires by rotation and is eligible for re-appointment
  • Currently holds no equity shares in the company
  • Commerce graduate with 16+ years experience in banking operations across NBFCs
  • First appointed on 12th February 2025
  • Current term: 12th February 2026 to 11th February 2031
  • Attended 4 board meetings during FY 2025-26
  • Holds no directorships in other companies

Special Business

Item 3: Increase in Authorized Share Capital

  • Proposed increase from ₹60,00,00,000 (60 crore equity shares of ₹1 each) to ₹164,00,00,000 (164 crore equity shares of ₹1 each)
  • Requires alteration of Clause V of Memorandum of Association
  • Board approved on 27th August 2026

Item 4: Preferential Issue of Equity Shares for Loan Conversion

  • Issuance of 35,71,42,856 equity shares at ₹1.40 per share (₹1 face value + ₹0.40 premium)
  • Aggregate value: ₹49,99,99,998.40
  • To convert outstanding unsecured loans from non-promoter category
  • Allocation:
  • Kurjibhai Premjibhai Rupareliya: 17,85,71,428 shares (₹24,99,99,999.20 loan conversion)
  • Flyontrip Services Private Limited: 17,85,71,428 shares (₹24,99,99,999.20 loan conversion)
  • Relevant date for pricing: 27th August 2026
  • 90-day VWAP: ₹1.36 per share
  • 10-day VWAP: ₹1.00 per share
  • Valuation report by Mr. Manish Santosh Buchasia (IBBI/RV/03/2019/12235) dated 27th August 2026
  • Shares subject to lock-in as per SEBI ICDR Regulations
  • Allotment to be completed within 15 days of shareholder approval

Item 5: Preferential Issue of Convertible Warrants

  • Issuance of 70,93,57,119 convertible warrants at ₹1.40 per warrant
  • Aggregate value: ₹99,30,99,966.60
  • Each warrant convertible into 1 equity share of ₹1 face value
  • 25% payment (₹24,82,74,991.65) due at allotment
  • 75% payment (₹74,48,24,974.95) due at conversion
  • Conversion period: 18 months from allotment date
  • Funds for business expansion, loans & advances, investments, and working capital
  • Relevant date for pricing: 27th August 2026
  • Same valuation methodology as Item 4
  • Warrants and resultant shares subject to lock-in as per SEBI ICDR Regulations

Shareholding Pattern Impact

Pre-Issue (as of 30th June 2026)

  • Total shares: 56,35,65,500
  • Promoter holding: 0.00%
  • FPI Category I: 23,04,01,712 shares (40.88%)
  • Individual shareholders: 29,16,84,259 shares (51.76%)
  • Bodies Corporate: 2,49,73,655 shares (4.43%)

Post-Issue (assuming full conversion)

  • Total shares: 163,00,65,475
  • Significant dilution of existing holdings
  • FPI holding reduces to 14.13%
  • Individual holdings reduce to 6.76%

Financial Impact

  • Conversion of ₹49.99 crore debt to equity improves balance sheet
  • Fresh capital infusion of ₹99.30 crore through warrants
  • Significant increase in share capital from 56.35 crore to 163.00 crore shares (fully diluted)

Governance Aspects

  • No change in control or board composition anticipated
  • All allottees are non-promoter category
  • Compliance certificates from:
  • Dharti Patel & Associates, Company Secretaries
  • S.K Bhavsar & Co, Chartered Accountants

Documents Available

  • Valuation reports
  • Compliance certificates
  • Explanatory statement
  • Available for inspection at registered office and company website www.llflltd.in